It is intended that CAMRA members will be asked at the AGM in April to approve changes to the organisation’s Articles of Association to strengthen the governance of the Campaign, following a review last year.
The National Executive accepted the report and recommendations of the Governance Review Group, which were published to all members in 2019. It also considered feedback from staff and volunteers about its ability to manage the organisation’s reputation and uphold its values through the disciplinary process.
The National Executive will be submitting Special Resolutions to CAMRA’s AGM in April this year, for members to vote to approve, to agree those recommendations. The final intention and wording of the Special Resolutions are not expected to change fundamentally from the drafts reproduced below – which will be confirmed in the usual Notice of AGM published to the membership ahead of the AGM.
The National Executive is keen to ensure that all members are given the chance to consider and discuss the proposed changes to the Articles as far ahead of the AGM as possible and raise any concerns. There are likely to be four Special Resolutions proposed (wording of existing Articles to be deleted can be found in the Volunteers’ section of www.camra.org.uk in the “important documents” section):
Proposed Change 1
The first proposed change to the Article of Association is designed to reinforce CAMRA’s ability to sanction members who do not act in accordance with its values, Code of Conduct, Volunteers’ Charter or otherwise bring the organisation into disrepute. Responding to feedback, the National Executive aims to ensure clarity in the process and that the Disciplinary Committee has the necessary powers to act on behalf of the National Executive as an arbitrator in internal disputes – and ensure all members have a clear understanding of the disciplinary process.
To approve the deletion of the existing Article 16 in CAMRA’s Articles of Association, and to replace it with the following, with immediate effect:
“16. The National Executive shall have power to suspend for a specified period or expel from membership any person who does anything which is prima facie detrimental to the interests of CAMRA. The National Executive may delegate the power to suspend or expel a member to a Disciplinary Committee. The decision to suspend or expel a person from membership shall be notified to that person in writing within 7 days, and the person shall at the same time be given notice of the meeting of the National Executive which they may attend in order to state their case should they wish to appeal, such meeting being no earlier than 21 days from the date of notification of the decision. If the person cannot attend, a written statement of case may be submitted. If good reason for absence is given, the hearing of the case may be deferred until the next meeting of the National Executive. If the National Executive reviews an appeal, it shall have the power to (i) quash the suspension or expulsion;(ii) vary the length of any suspension; (iii) reduce an expulsion to a suspension; or (iv) raise a suspension to an expulsion. If the person making the appeal is a member of the National Executive they shall not be entitled to vote in the appeal decision. The appeal decision shall be notified to the person in writing within 7 days, and at the same time the person shall be informed of the right to make a final appeal to the next AGM or any earlier General Meeting. Any person so suspended or expelled from membership who wishes to make a final appeal against the suspension or expulsion must send a notice of such appeal in writing to the Chairman of the National Executive, and provided that such notice of appeal is received at least two weeks before the next General Meeting, any such appeal shall be heard at that General Meeting. At the General Meeting, the reasons for suspension or expulsion shall be stated and the person suspended or expelled shall have the right to attend and address the meeting for a maximum of 15 minutes, but not to vote on the final appeal. The meeting will then vote by a show of hands as to whether to allow or deny the final appeal, with the decision on such appeal being by a simple majority, and being final and binding. Any suspension or expulsion of a member will take effect upon the initial decision of the National Executive or Disciplinary Committee and shall continue in effect unless or until rescinded upon an appeal or final appeal.”
Proposed Change 2
The Governance Review Group reported that CAMRA’s leadership structures could be improved by ensuring continuity of experience. It highlighted concerns that the existing system promoted a high turnover of experienced National Executive members each year, potentially depriving the Campaign of experience and limiting the time National Executive members were given to be effective.
Further proposed changes to the Articles are intended to implement Governance improvements by extending the length of time National Executive members serve, from three to four years; and reducing the number of National Executive members who are required to stand down each year, from a third to a quarter.
To approve the deletion of Article 61 in CAMRA’s Articles of Association, and to replace it with the following, to take effect following the conclusion of the 2020 National Executive election:
“61. No member of the National Executive elected at an AGM shall hold office for more than four years without retiring. At each AGM, one-quarter of the members of the National Executive (or if their number is not three or a multiple of three, then the number nearest one-quarter) shall retire from office. The members of the National Executive to retire at any AGM shall be those who will have held office for four years since their last election, then, to make up the one-quarter or number nearest one- quarter, those who have been in office longest since their last election. As between members of the National Executive elected as such on the same day, those to retire shall be determined by agreement between such members, or, if there is no such
agreement, shall be those who received the least number of the votes cast for any candidate elected at the election concerned. The computation of the members of the National Executive to retire at any AGM follows this formula:
(a) any member of the National Executive who is also an employee of CAMRA must retire at each AGM;
(b) any member co-opted by the National Executive must retire at the next AGM following their co-option;
(c) take one quarter of the remaining number of members, or the number nearest one quarter (e.g. 3 of 11; 3 of 10; 2 of 8; 2 of 7 etc.);
(d) any member who will have been in office for four years since their last election must retire;
(e) the number to retire is then made up to the one-quarter or the number nearest one-quarter by the length of service/least votes formula e.g. if the three next longest serving members of the National Executive have all held office for two years, and two must retire, the three may agree unanimously among themselves which two shall retire, but failing this agreement, the two polling the least votes when elected shall retire.”
Proposed Change 3
The National Executive agreed with the Governance Review Group that ensuring members did not serve overly long periods on the National Executive would deliver better leadership for the Campaign and propose changing the Articles to limit the total length of time anyone can serve, before standing down for at least a year This is consistent with best practice in both charity and corporate governance.
To approve the deletion of Article 62 in CAMRA’s Articles of Association, and to replace it with the following, to take effect following the conclusion of the 2020 National Executive election:
“62. Any retiring member of the National Executive whether elected at an AGM or co-opted shall be eligible for re-election provided that they have not served a continuous eight-year period on the National Executive. Having served for a continuous period of eight years on the National Executive a minimum period of one year must elapse before seeking re-election. Any period of service on the National Executive before 4 April 2020 shall be disregarded for the purposes of this Article 62.”
Proposed Change 4
It was also recommended that the existing system for electing CAMRA’s chairman was unclear and without a defined term of office, could reduce the effectiveness of that person to provide clear and focussed leadership. The National Executive are proposing changes to the Articles to ensure the chairman is elected for a set period, in order to give continuity in leadership.
To approve the deletion of Article 70 in CAMRA’s Articles of Association, and to replace it with the following, with immediate effect:
“70. The Chairman of the National Executive shall be elected by the members of the National Executive at the first full meeting of the National Executive after the AGM in each year, and take office following closure of that meeting. The Chairman shall serve a term expiring upon closure of the first full meeting of the National Executive after the AGM in the following year. The Chairman may be re-elected at the discretion of the National Executive. In the absence of the elected chairman at any meeting, the National Executive may appoint a chair by a majority vote for that meeting. Any member of the National Executive who ceases to be a member of the National Executive shall automatically cease to be Chairman.”
The Governance Review documents have been available to all members since October 2019 and can be viewed here: https://camra.org.uk/volunteers-area/governance-review/
All members will be given the opportunity to vote to approve, or reject, the changes to the existing Articles of Association as usual via remote voting relating to the AGM. Details and voting codes will be sent to all members via email (for those who have provided email addresses), enclosed with What’s Brewing (for those members who still opt in to printed copies and have not provided an email address) and by post (for those members who have opted out of printed copies of What’s Brewing and have not provided and email address).
If you have any questions about the changes to the Articles of Association, please email the Company Secretary – firstname.lastname@example.org, or write to: CAMRA Chairman, 230 Hatfield Road, St Albans, AL1 4LW, marking your letter “AGM questions”. CAMRA members will also be discussing the changes on the CAMRA Discourse Forum at discourse.camra.org.uk
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